Confidentiality Statement

People-Trak
Technical Difference Inc.
5256 South Mission Rd Suite 210
Bonsall, CA 92003-3623

THIS STATEMENT is made by Technical Difference Inc. and its employees referred to as "we".

We may have access to confidential and sensitive operational, financial and personnel records and information related to the business activities of our customers. We will not discuss, distribute and/or release any information related to our customers to anyone except when explicitly directed by our customer.

Handling of Confidential Information

We shall maintain all of customer's Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own Confidential Information which the receiving party warrants as providing adequate protection against unauthorized disclosure, copying or use. Without affecting the generality of this obligation the receiving party shall keep separate all Confidential Information and all information generated by the receiving party based thereon from all documents and other records of the receiving party and not use, reproduce, transform, or store any of the Confidential Information in an externally accessible computer or electronic information retrieval system or in any form which would allow any person not authorized to do so to have access to the Confidential Information or transmit it in any form or by any means whatsoever outside of its usual place of business.

1. We shall ensure that disclosure of such Confidential Information is restricted to those of its employees, directors or professional advisers having the need to know for same purpose;

2. Copies or reproductions shall not be made except to the extent reasonably necessary for the purpose and all copies made shall be the property of the disclosing party;

3. All Confidential Information and copies thereof which is in a physical form shall be returned to the disclosing party (and all other information and data and other records in a machine readable form shall be deleted or destroyed) within thirty days of receipt of a written request from the disclosing party;

4. We shall not divulge any Confidential Information, in whole or in part, to any third party unless so directed.

5. We will make no commercial use of the same or any part thereof either directly or indirectly nor use the Confidential Information to obtain any commercial advantage or otherwise to exploit the same without the prior written consent of our customer.

Notwithstanding the foregoing, Technical Difference Inc. shall be entitled to make any disclosure to the minimum extent required by law of the disclosing party's Confidential Information provided that it gives the disclosing party not less than two business’ days notice of such disclosure accompanied by a legal opinion confirming that such disclosure is necessary.

Technical Difference Inc. warrants its right to disclose its Confidential Information to the receiving party and to authorize the receiving party to use the same for the Purpose.

Disclaimer

All rights in Confidential Information are reserved by the disclosing party and no rights or obligations other than those expressly recited herein are granted or to be implied from this Statement. In particular, no license is hereby granted directly or indirectly under any invention, discovery, patent, copyright or other industrial property right now or in the future held, made, obtained or licensable by either party.

Nothing in this Statement or its operation shall constitute an obligation on either party to enter into the aforesaid business relationship or shall preclude, impair or restrict either party from continuing to engage in its business otherwise than in breach of the terms of this Agreement.

Indemnity

If either party shall break any of the terms of this Agreement the party in default shall indemnify and keep indemnified the other from and against all costs, claims, demands, liabilities, expenses, damages or losses, (including without limitation consequential losses and loss of profit, and all interest, penalties and legal and other professional costs and expenses) incurred or suffered by them by reason of or in connection with any such breach.

The parties acknowledge that damages alone would not be an adequate remedy for any breach of the provisions of this agreement and, accordingly, without prejudice to any and all other rights or remedies, both acknowledge that the other shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this agreement.

Notices

All notices under this Agreement shall be in writing, sent by telex, facsimile or first-class registered or recorded delivery post to the party being served at its address specified above or at such other address of which such party shall have given notice as aforesaid, and marked for the attention of that party's signatory of this Agreement. The date of service shall be deemed to be the day following the day on which the notice was transmitted or posted as the case may be.

Termination

This Agreement shall continue in force from the date hereof until termination by mutual consent or by either party by giving to the other not less than one month's prior notice. The provisions in Clause 1, 2 and 3 shall survive any such termination.

Non-Assignment

This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.

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